Cohousing-L Mailing List: Re: Early financing, loans & the SEC

[Diane L. Rose (dlrose]

YES.  Very generally, if the deal is structured so as to have "investors"
you may very well run afoul of both state and federal securities
regulation.  Compliance with such regulations may not be very difficult
inasmuch as there are many exemptions from securities registration for
"private" offerings - but you MUST have an attorney experienced with both
federal and state securities laws to review the structure of your
financing.

___________________
Diane L. Rose, Esq.
Jones Day
222 East 41st Street
New York, New York 10017
Direct 212.326.7808
Facsimile 212.755.7306
(US Eastern Time Zone)
e-mail:  dlrose [at] jonesday.com


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             Tom Hammer                                                    
             <thammer302@yahoo                                             
             .com>                                                      To 
                                       cohousing-l [at] cohousing.org           
                                                                        cc 
             11/27/2006 08:05                                              
             PM                                                    Subject 
                                       [C-L]_ Early financing, loans & the 
                                       SEC                                 
             Please respond to                                             
                Cohousing-L                                                
             <cohousing-l@coho                                             
                using.org>                                                 
                                                                           
                                                                           




Hi All,

Many, many thanks to all who have given us their
experience about how to work out your financial
structure.  We've received two seemingly conflicting
pieces of advice about loans.

Do we risk running afoul of SEC regulations if we
solicit or accept loans from investors who are not
members of the group?  I understand several groups
have done this.  I don't think it's a state specific
question since the SEC is federal.

>From what I read in Liz Walker's book,  EcoVillage at
Ithaca had outside lenders, for example, and she
doesn't mention any SEC red tape...

Any advice or language of loan agreements you can give
us would be extremely helpful.

Tom Hammer
for Concord Village

----------------------------------


We did not have a cash-call system.  If we were going
to hit a
period of exceptional expenses (much of which could be
anticipated), we
solicited voluntary member-household contributions,
which (unlike the
capital contributions) paid interest, and/or solicited
outside lenders
and
investors (including some on this list -- Thanks
again!!).

Hope this helps.  All the best!

Regards,
David Heimann
Jamaica Plain Cohousing


Date: Wed, 22 Nov 2006 21:57:49 -0500
From: Dave and Diane <daveanddee [at] verizon.net>
Subject: Re: [C-L]_ Financial structure advice needed
for forming
             group
To: cohousing-l [at] cohousing.org
Message-ID:
<6780710F-7A9E-11DB-BF21-0003936C420C [at] verizon.net>
Content-Type: text/plain; charset=US-ASCII;
format=flowed

Hi everyone in coho-land!
I just want to clarify one thing--we did NOT have
investors. Anyone who
loaned us money had to either be an associate member
or know a member
of the group well enough to give them a personal loan.
When you have
investors it creates a whole new ball of wax and you
have to create a
prospectus, submit an annual report, file with the
SEC, etc. etc. etc.
etc. Trust me--you do NOT want to go there.
--Diane(:^[

marketing facilitator
jp cohousing  617-522-2209
Box 300420 boston ma
http://www.jpcohousing.org


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